Material Adverse Effect” means any Effect that, individually or taken together in the aggregate, is, or would reasonably
be expected to (a) be, materially adverse to the business, assets, properties, condition (financial or otherwise) or results of
operations of Asterias; provided that none of the following will be deemed, either alone or in combination, to be or constitute
an “Asterias Material Adverse Effect” or be taken into account when determining whether an “Asterias Material
Adverse Effect” has occurred or may, would or could occur: (1) conditions in the industry in which Asterias operates, (2)
general economic conditions within the U.S. or any other country, (3) conditions in the securities markets, credit markets, currency
markets or other financial markets in the United States or any other country, (4) political conditions in the United States or
any other country or acts of war, sabotage or terrorism in the United States or any other country, (5) earthquakes, hurricanes,
tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events
in the United States or any other country, (6) changes in Law or other legal or regulatory conditions or changes in GAAP or other
accounting standards, (7) changes in Asterias’ stock price or the trading volume of Asterias’ stock, or any failure
by Asterias to meet any public estimates or expectations of Asterias’ revenue, earnings or other financial performance or
results of operations for any period, but not, in each case, the underlying cause of such changes or failures, (8) Effects directly
resulting from the announcement of this Agreement or the pendency of the Transactions, including any loss of employees and (9)
the taking of any action explicitly contemplated hereby except any actions taken in the ordinary course of business in accordance
with Section 5.1(a), except, in the case of each of clauses (1) through (6), to the extent such Effects disproportionately
negatively affect Asterias, in any material negative respect relative to other companies of comparable size in the same industries
and geographies in which Asterias operate or (b) prevent, materially delay or materially impede the performance by Asterias of
its obligations under this Agreement or the consummation of the Merger or any of the other Transactions.
Material Contracts” has the meaning set forth in Section 3.17(a).
Owned Intellectual Property” means any Intellectual Property that is owned by or purported to be owned, in whole or
in part, by Asterias.
Permits” has the meaning set forth in Section 3.6.
Plans” has the meaning set forth in Section 3.10(a).
Preferred Stock” has the meaning set forth in Section 3.3(a).
Products” means any programs in active development, previously in development or contemplated to be in development for
the treatment, amelioration, diagnosis and screening of any human or animal disease, or for use as an sort of research reagent
Real Property Leases” has the meaning set forth in Section 3.13(c).
Registered Intellectual Property” means all Asterias Owned Intellectual Property that is Registered Intellectual Property.
RSU Awards” means any issued and outstanding restricted stock units (including commitments to grant restricted stock
units approved by Asterias Board of Directors or authorized committee of the Asterias Board of Directors), whether payable in
cash, shares or otherwise, granted under or pursuant to an Asterias Equity Plan or otherwise.